SETTLEMENT AGREEMEN’ This Settlement Agreement (“Agreement”) is entered into as of January 18, 2018 (“Effective Date”), between Cameron Padgett (“Padgett”) and Lou Anna K. Simon (‘President Simon”) in her personal capacity and official capacity as President of Michigan State University (“MSU”) (collectively, the “Parties”; individually, each a “Party”), through their authorized representatives. RECITALS WHEREAS there is presently pending in the United States District Court for the Wester District of Michigan an action captioned Cameron Padgett v. Lou Anna Kimsey Simon, Case Number 1:17-cv-00805 (the “Action”); WHEREAS the Complaint filed in the Action on September 3, 2017 asserted claims for declaratory and injunctive relief and damages against President Simon (in her personal and official capacities) and against the Board of Trustees of MSU, and the Corrected First Amended Complaint filed in the Action on November 13, 2017 withdrew all claims against the Board of Trustees of MSU and asserts claims for declaratory and injunctive relief against President Simon in her official capacity and damages against President Simon in her personal capacity, related to President Simon's determination on ‘August 17, 2017 to deny Padgett’s request to rent space at MSU for an event that would have included a speech by Richard Spencer (“Spencer”) of the National Policy Institute (ONPP’) (the “Denial”); WHEREAS pursuant to an order of the Court in the Action, on January 11, 2018, the Parties participated in a mediation, which resulted in an agreement to settle the Action;WHEREAS the terms of that agreement were set forth in an electronic mail ‘message from counsel for Simon, Brian M. Boynton, to counsel for Padgett, Kyle Bristow, with the subject “Term Sheet for Settlement Agreement Between Cameron Padgett and Lou Anna K. Simon,” sent at 4:57 pm on January 11, 2018, and were confirmed in an electronic mail message from Mr. Bristow to Mr. Boynton sent at 5:00 pm on January 11, 2018; and WHEREAS the parties desire to memorialize the terms of their January 11, 2018 agreement in this formal settlement agreement and to fully and finally resolve and settle any and all differences and claims between them as they relate to the Denial and the Action; TERMS AND CONDITIONS NOW, THEREFORE, for good and valuable consideration, and in consideration of the mutual promises, covenants, and conditions herein contained, the Parties agree as follows: 1. No Admission of Liability by President Simon or MSU. MSU's August 17, 2017 decision to deny the request to host an event by Richard Spencer on campus was due to significant concerns about public safety in the wake of the tragic violence in Charlottesville on August 11 and 12,2017. MSU’s decision to enter into this Agreement does not in any respect represent an admission of liability by the University. MSU has entered into this Agreement to ensure that the event involving Spencer occurs on a date and at a venue that minimizes the risk of violence and disruption on campus and to avoid the costs of further litigation.2. The March 5, 2018 Event. Conditioned on Padgett fulfilling his obligations under his Agreement, MSU will permit Padgett to reserve the Auditorium in the Pavilion for Agriculture & Livestock Education (the “Auditorium”) at MSU for an event featuring speeches by Spencer and other participants (the “Event”) on Monday, March 5, 2018, from 4:30 pm to 6:30 pm. The parties agree to the following terms relating to the Event: a, Padgett will pay a rental fee of $1,650.00 (the “Rental Fee”) to reserve the Auditorium, which shall include the cost of MSU setting up a microphone for the Event. Padgett shall pay the Rental Fee in full by February 28, 2018. b. Padgett will obtain liability insurance coverage for the Event with ‘a minimum coverage of $1,000,000 per occurrence and $2,000,000 in aggregate. Padgett shall obtain such coverage by February 28, 2018, and shall provide a copy of the policy for review by MSU event planning staff promptly upon request. c. MSU (at its own expense and without any financial contribution by Padgett) will arrange for a police presence at the Event and will follow MSU's sent and disruption policy in connection with the Event. d. Padgett and other parties working in concert with him will not plan or organize any rally or similar event at MSU in connection with the Event. e. The Event will be ticketed. MSU will provide the tickets to the Event to Padgett for him to distribute. f. MSU will control entry into the Event and will set security restrictions that MSU deems appropriate, 33. Stipulation of Dismissal. Padgett and President Simon agree to file the joint stipulation of dismissal set forth in Exhibit A to this Agreement (“Stipulation of, Dismissal”), dismissing the Action with prejudice. Counsel for President Simon will electronically file the Stipulation of Dismissal on January 18, 2018. 4, Padgett Release. Except with respect to rights and obligations arising from this Agreement, Padgett, for himself, Spencer, NPI, and any other person or entity claiming by or through Padgett, Spencer, or NPI, including any past and present employees, agents, partners, members, managers, directors, officers, executors, administrators, trustees, representatives, beneficiaries, heirs, attorneys, insurers, predecessors, successors, assigns, and related entities of Padgett, Spencer, or NPI, hereby discharges and releases President Simon (in her personal and official capacities), MSU, the Board of Trustees of MSU, and each of their respective past and present employees, agents, partners, members, managers, directors, officers, executors, administrators, trustees, representatives, beneficiaries, heirs, attorneys, insurers, predecessors, successors, assigns, and related entities, from any and all claims, causes of action, debts, damages, actions, agreements, judgments, obligations, costs, expenses (including, but not limited to, attorneys” fees), indemnities, subrogations, duties, demands, controversies and liabilities of every nature at law or in equity, liquidated, or unliquidated, known or unknown, matured or unmatured, foreseeable or unforeseeable, suspected or unsuspected, as of the date of execution of this Agreement, related to or arising out of the Denial or the Action, for any acts or omissions occurring prior to this Agreement. 5. President Simon Release. Except with respect to rights and obligations arising from this Agreement, President Simon, for herself, MSU, and any other person or “4entity claiming by or through President Simon or MSU, including any past and present employees, agents, partners, members, managers, directors, officers, executors, administrators, trustees, representatives, beneficiaries, heirs, attomeys, insurers, predecessors, successors, assigns, and related entities of President Simon or MSU, hereby discharges and releases Padgett, Spencer, and NPI, and each of their respective past and present employees, agents, partners, members, managers, directors, officers, executors, administrators, trustees, representatives, beneficiaries, heirs, attorneys, insurers, predecessors, successors, assigns, and related entities, from any and all claims, causes of action, debts, damages, actions, agreements, judgments, obligations, costs, expenses including, but not limited to, attomeys” fees), indemnities, subrogations, duties, demands, controversies and liabilities of every nature at law or in equity, liquidated, or unliquidated, known or unknown, matured or unmatured, foreseeable or unforeseeable, suspected or unsuspected, as of the date of execution of this Agreement, related to or arising out of the Denial or the Action, for any acts or omissions occurring prior to this Agreement. 6. Costs and Attomeys’ Fees. In consideration of Padgett’s agreement to dismiss the Action and the grant of the Release set forth above, MSU will pay $27,400 (the “Settlement Amount”) to Bristow Law PLLC, counsel for Padgett, after the execution of this Agreement and before the filing of the Stipulation of Dismissal, in respect of the costs and attorneys’ fees associated with Bristow Law PLLC’s representation of Padgett in the Action. No part of the Settlement Amount represents any damages attributable to the claims asserted in the Action, Except as otherwise stated herein, each Party shall bear its own costs and attorneys” fees incurred in connection withthe Action and this Agreement; provided, however, that MSU will bear the costs of the mediator. 7. Confidentiality. The Parties will keep the terms they agreed to on January 11, the terms of this Agreement, and the fact of the Parties’ agreements confidential until the Stipulation of Dismissal is filed with the Court, except that President Simon and counsel for MSU may disclose the terms of the agreement to the MSU Board of Trustees and other MSU personnel with a need to know the information. 8. Applicable Law. This Agreement shall be construed according to the laws of the State of Michigan (without recourse to Michigan (or any other) choice of law or conflict of law principles). 9, Entire Agreement, This Agreement contains the sole, complete, and entire agreement and understanding of the Parties concerning the matters contained herein and may not be altered, modified, or changed in any manner except by a writing duly executed by the Parties stating, by its terms, that it is an amendment to this Agreement. ‘No Patty is relying on any statements or representations of any Party hereto other than those expressly set forth herein. No condition precedent to the effectiveness of this ‘Agreement exists, other than as expressly provided for herein. There are no oral or written collateral agreements. All prior discussions and negotiations have been and are merged, integrated into, and superseded by this Agreement. 10. Authority. The undersigned signatories represent and warrant that they are fully authorized to execute this Agreement on behalf of the persons and entities indicated below. Counsel for Padgett, Mr. Bristow, represents and warrants that he isfully authorized to grant the Release set forth above on behalf of Padgett, Spencer, and NPL 11. Yoluntariness. Each Party and signatory to this Agreement represents that it freely and voluntarily enters in to this Agreement without any degree of duress or compulsion. 12. Constructi For purposes of construing this Agreement, is Agreement shall be deemed to have been drafted by all Parties and shall not, therefore, be construed against any Party for that reason in any subsequent dispute. 13. Counterparts. This Agreement may be executed in counterparts, each of which constitutes an original and all of which constitute one and the same Agreement. 14, Effectiveness, This Agreement is effective on the date of signature of the last signatory to the Agreement. Facsimiles and electronic PDFs of signatures shall constitute acceptable, binding signatures for purposes of this Agreement.CAMERON PADGETT Dated: the {7 day of January, 2018 BY: Lu. RAS Kyle Bristow Counsel for Cameron Padgett and on behalf of National Policy Institute, Inc., and Richard Spencer LOU ANNA K. SIMON AND MSU Dated: the _day of January, 2018 BY: Brian M. Boynton ‘Counsel for President Simon and MSU Dated: the _day of January, 2018 BY: Robert A. Noto Vice President for Legal Affairs and General Counsel of MSUCAMERON PADGETT Dated: the day of January, 2018 BY: Counsel for Cameron Padgett and on behalf of National Policy Institute, Inc., and Richard Spencer LOU ANNA K. SIMON AND MSU Dated: the Weday of January, 2018 BY: Bren . Baycol Brian M. Boynton Counsel for Presidept Si Z e \C day of January, 2018 BY: _ Date fobert A. os ice President for Legal Affairs and General Counsel of MSUEXHIBIT AIN THE UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF MICHIGAN CAMERON PADGETT, Plaintiff, v. LOU ANNA KIMSEY SIMON, Defendant. BRISTOW LAW, PLLC Kyle Bristow (P7200) P.O. Box 381164 Clinton Twp., MI 48038 (248) 838-9934 BristowLaw@gmail.com Attorney for Plaintiff SOUTHERN DIVISION Case No. 1:17-ev-805 Hon. Janet T. Neff VARNUM LLP Bryan Walters (P8050) 333 Bridge St. NW Grand Rapids, MI 49504 (616) 336-6000 brwalters@varnumlaw.com WILMER CUTLER PICKERING HALE AND DORR LLP Brian M. Boynton Paul R.Q. Wolfson Kevin M. Lamb 1875 Pennsylvania Ave. NW Washington, DC 20006 (202) 663-6000 brian. boynton@wilmerhale.com Attorneys for Defendant JOINT STIPULATION OF DISMISSAL WITH PREJUDICEPursuant to Federal Rule of Civil Procedure 41(a)(1)(A)(ii), Plaintiff Cameron Padgett and Defendant Lou Anna K. Simon jointly stipulate to the dismissal of this action with prejudice. Dated: January 18, 2018 Respectfully submitted, s/ Brian M, Boynton Brian M. Boynton Paul R.Q. Wolfson Kevin M. Lamb WILMER CUTLER PICKERING HALE AND DORR LLP 1875 Pennsylvania Ave. NW Washington, DC 20006 (202) 663-6000 brian, boynton@wilmerhale.com Bryan R. Walters VARNUM LLP 333 Bridge St. NW Grand Rapids, MI 49504 (616) 336-6000 brwalters@vamumlaw.com Attorneys for Defendant s/ Kyle Bristow (with authorization) Kyle Bristow (P77200) BRISTOW LAW, PLLC P.O. Box 381164 Clinton Twp., MI 48038 (248) 838-9934 BristowLaw@gmail.com Attorney for Plaintiff